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EXHIBIT  10.5.1. MASON LOAN 

                          FIRST ALLIANCE CORPORATION 
                            SECURED PROMISSORY NOTE

          $318,777.18                                 Irvine, California
                                                       December 31, 1996

     FOR VALUE RECEIVED, the undersigned, Mark K. Mason ("Maker"), hereby 
promises to pay to the order of First Alliance Corporation, a Delaware 
corporation (the "Company"), at such place or to such other party or parties 
as the holder of this Secured Promissory Note (this "Note") may from time to 
time designate, the principal sum of $318,777.18, together with interest 
thereon from the date hereof upon the terms and conditions specified below.

1.  PRINCIPAL AND INTEREST.  The principal amount outstanding under this 
Note shall be payable in full, together with all accrued but unpaid interest 
thereon, upon the earlier of (i) an Event of Default (as defined below) or 
(ii) August 8, 1997.  All payments shall be in lawful money of the United 
States of America.  Interest shall be due and payable in arrears upon the 
maturity of this Note.

2.  INTEREST RATE.  Interest shall accrue under the Note at a fixed annual 
rate of ten percent (10%), compounded annually.

3.  APPLICATION OF PAYMENTS.  All payments made hereunder shall be applied 
by the holder of this Note as follows: 

     (i)    First, to the payment of fees, costs and expenses, if any, then 
            due hereunder and/or under the Pledge Agreement (as defined below);
     (ii)   Second, to the payment of accrued and unpaid interest hereunder; and
     (iii)  Third, to the payment of principal hereunder;

or in any other reasonable manner deemed appropriate by the holder of this 
Note.  The priority of application elected by the holder of this Note on any 
one occasion shall not determine any such election in the future.

4.  PREPAYMENT.  Maker shall have the right at any time and without penalty 
or premium to prepay any or all of the outstanding principal balance of this 
Note and any accrued and unpaid interest thereon.

5.  ACCELERATION.  The entire unpaid principal sum and accrued and unpaid 
interest on this Note shall become immediately due and payable upon the 
occurrence of a material default by Maker of his obligations under the Stock 
Pledge Agreement securing this Note or of any obligation secured thereby.


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6.  SECURITY.  This Note is secured by a first priority lien on 29,285 
shares of the Company's Class B Common Stock (the "Pledged Shares") pursuant 
to that certain Stock Pledge Agreement by and between the Company and Maker, 
dated as of the date hereof (the "Pledge Agreement").  Notwithstanding the 
foregoing, this Note is a full recourse obligation of the Maker, and Maker 
shall be liable for all principal hereunder and interest thereon without 
regard to the Pledged Shares or any other collateral securing this Note.

7.  COLLECTION.  If this Note is not paid when due, whether at maturity or 
by acceleration, Maker promises to pay on demand all costs of collection 
(including, but not limited to, attorneys' fees) and all expenses incurred 
in connection with the protection or realization of any collateral incurred 
by the holder hereof, on account of any such collection, protection or 
realization, whether or not suit is filed hereon or on the Pledge Agreement 
or any other instrument granting a security interest securing this Note.

8.  WAIVER BY MAKER.  Maker expressly waives presentment, protest and 
demand, notice of protest, demand and dishonor and nonpayment of this Note 
and all other notices or demands of any kind in connection with the 
delivery, acceptance, performance or enforcement of this Note, and consents 
and expressly agrees to any extensions of time (including multiple 
extensions and extensions for longer than the original term of this Note), 
renewals, releases of any person or entity liable for the payment of all or 
any portion of this Note, releases of the Pledged Shares or any other 
collateral securing this Note, and waivers or modifications or other 
indulgences that may be granted or consented to by the holder of this Note 
in respect of the loan evidenced by this Note, in each case without in any 
way affecting the liability of Maker or any endorsers hereof.  To the 
fullest extent permitted by law, the defense of the statute of limitations 
in any action on this Note is waived by Maker.  

9.  NO WAIVER BY COMPANY.  No single or partial exercise of any power 
hereunder shall preclude other or further exercise thereof or the exercise 
of any other power.  No delay or omission on the part of the holder hereof 
in exercising any right hereunder shall operate as a waiver of such right or 
of any other right under this Note.  Acceptance of any sum by the holder 
that is less than full payment shall not be construed as a waiver of any 
default in the payment of this Note.

10.  USURY PROTECTION.  All agreements between Maker and the holder hereof 
are expressly limited so that in no contingency or event whatsoever, whether 
by reason of advancement of the proceeds hereof, acceleration of maturity of 
the unpaid principal balance hereof, or otherwise, shall the amount paid or 
agreed to be paid to the holder hereof for the use, forbearance or detention 
of the money to be advanced hereunder exceed the highest lawful rate 
permissible under applicable usury laws.  If, from any circumstances 
whatsoever, fulfillment of any provision hereof, at the time performance of 
such provision shall be due, shall involve transcending the limit of 
validity prescribed by law that a court of competent jurisdiction may deem 
applicable hereto, then ipso facto, the obligation to be fulfilled shall be 
reduced to the limit of such validity, and if from any circumstances the 
holder shall ever receive as interest an amount that would exceed the 
highest lawful rate, such amount that would be excessive interest shall be 
applied to the reduction of the unpaid principal balance due hereunder and 
not to the payment of interest.  This provision shall control every other 
provision of all agreements between Maker and the holder hereof with respect 
to the foregoing

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11.  GOVERNING LAW.  This Note is to be governed by and construed according 
to the laws of the State of California, except to the extent that such laws 
are preempted by federal law.

12.  AMENDMENT.  This Note may from time to time be extended or renewed, 
with or without notice to Maker, and any related right may be waived, 
exchanged, surrendered or otherwise dealt with, all without affecting the 
liability of Maker.

____________________________________
Mark K. Mason